Confluent, Inc. — Director's Dealing 2021

Nov 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Confluent, Inc. (CFLT)
CIK: 0001699838
Period of Report: 2021-11-12

Reporting Person: SPURLOCK STEVEN M (10% Owner)
Reporting Person: Cohler Matt (10% Owner)
Reporting Person: FENTON PETER H (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: Hu An-Yen (10% Owner)
Reporting Person: LASKY MITCHELL (10% Owner)
Reporting Person: Puttagunta Chetan (10% Owner)
Reporting Person: Tavel Sarah E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-12	Class A Common Stock	C	3862593	$0.00	Acquired	3862593	Indirect
2021-11-12	Class A Common Stock	J	3862593	$0.00	Disposed	0	Indirect
2021-11-12	Class A Common Stock	J	22638	$0.00	Acquired	452472	Indirect
2021-11-15	Class A Common Stock	S	87	$82.2252	Disposed	452385	Indirect
2021-11-15	Class A Common Stock	S	174	$83.4631	Disposed	452211	Indirect
2021-11-15	Class A Common Stock	S	2282	$84.5509	Disposed	449929	Indirect
2021-11-15	Class A Common Stock	S	1217	$85.2425	Disposed	448712	Indirect
2021-11-15	Class A Common Stock	S	491	$86.2903	Disposed	448221	Indirect
2021-11-12	Class A Common Stock	J	90484	$0.00	Acquired	1509420	Indirect
2021-11-12	Class A Common Stock	J	36300	$0.00	Acquired	1201394	Indirect
2021-11-15	Class A Common Stock	S	178	$82.2252	Disposed	1201216	Indirect
2021-11-15	Class A Common Stock	S	358	$83.4631	Disposed	1200858	Indirect
2021-11-15	Class A Common Stock	S	4679	$84.5509	Disposed	1196179	Indirect
2021-11-15	Class A Common Stock	S	2495	$85.2425	Disposed	1193684	Indirect
2021-11-15	Class A Common Stock	S	1007	$86.2903	Disposed	1192677	Indirect
2021-11-12	Class A Common Stock	J	10347	$0.00	Acquired	10347	Indirect
2021-11-12	Class A Common Stock	J	47549	$0.00	Acquired	1466486	Indirect
2021-11-12	Class A Common Stock	J	20694	$0.00	Acquired	20694	Indirect
2021-11-12	Class A Common Stock	J	37201	$0.00	Acquired	1456137	Indirect
2021-11-12	Class A Common Stock	J	4397	$0.00	Acquired	960063	Indirect
2021-11-15	Class A Common Stock	S	193	$82.2252	Disposed	959870	Indirect
2021-11-15	Class A Common Stock	S	388	$83.4631	Disposed	959482	Indirect
2021-11-15	Class A Common Stock	S	5074	$84.5509	Disposed	954408	Indirect
2021-11-15	Class A Common Stock	S	2705	$85.2425	Disposed	951703	Indirect
2021-11-15	Class A Common Stock	S	1092	$86.2903	Disposed	950611	Indirect
2021-11-12	Class A Common Stock	J	42	$0.00	Acquired	11952	Indirect
2021-11-12	Class A Common Stock	J	48	$0.00	Acquired	2125	Indirect
2021-11-15	Class A Common Stock	S	43	$82.2252	Disposed	2082	Indirect
2021-11-15	Class A Common Stock	S	87	$83.4631	Disposed	1995	Indirect
2021-11-15	Class A Common Stock	S	1141	$84.5509	Disposed	854	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-12	Class B Common Stock	$	C	3862593	Disposed		Class A Common Stock (3862593)	Indirect

Footnotes

F1: Shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and investment power over such shares. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and investment power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.

F2: Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.

F3: Shares are held by Steven M. Spurlock's family partnership.

F4: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $81.86 to a high of $82.76, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Confluent, Inc. or any security holder of Confluent, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F5: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $82.93 to a high of $83.86, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Confluent, Inc. or any security holder of Confluent, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F6: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $83.94 to a high of $84.935, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Confluent, Inc. or any security holder of Confluent, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F7: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $84.95 to a high of $85.94 inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Confluent, Inc. or any security holder of Confluent, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F8: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $85.95 to a high of $86.595, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Confluent, Inc. or any security holder of Confluent, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F9: Shares are held by Matthew R. Cohler's trust entity.

F10: Shares are held by Peter H. Fenton's trust entities.

F11: Shares are held by Mitchell H. Lasky's family partnership.

F12: Shares are held by Mitchell H. Lasky's family trust.

F13: Shares are held by J. William Gurley's family partnerships.

F14: Shares are held by J. William Gurley's trust entity.

F15: Shares are held by Sarah Tavel.

F16: Shares held by An-Yen Hu's trust entity.

F17: Shares held by Chetan Puttagunta.

F18: Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.